InterContinental Hotels Group PLC Update on 2023 Annual General Meeting vote (0891S)
01 Novembro 2023 - 1:00PM
UK Regulatory
TIDMIHG
RNS Number : 0891S
InterContinental Hotels Group PLC
01 November 2023
1 November 2023
InterContinental Hotels Group PLC
Update on 2023 Annual General Meeting vote
At the InterContinental Hotels Groups PLC ("IHG") Annual General
Meeting ("AGM") on 5 May 2023, resolution 2 (Directors'
Remuneration Policy) received the support of 74.85% of shareholder
votes, and resolution 3 (Directors' Remuneration Report 2022)
received the support of 76.94% of shareholder votes.
The Directors' Remuneration Policy ("DRP") is on pages 10 to 26
of the 2023 Notice of Annual General Meeting:
https://www.ihgplc.com/en/investors/shareholder-centre/agms-and-meetings.
The Directors' Remuneration Report 2022 ("DRR") is on pages 114 to
136 of the Annual Report and Form 20-F 2022:
https://www.ihgplc.com/en/investors/shareholder-centre/annual-reports-and-responsible-business-reports.
Prior to the DRP and DRR resolutions being put to shareholders
at the 2023 AGM, the Remuneration Committee consulted extensively
with shareholders and the major proxy agencies on the key features
of the DRP and the decisions in relation to 2022 pay outcomes. The
consultation included engaging with around 60% of the ownership of
the Company. All of IHG's 10 largest shareholders on the register
at that time voted in support of the DRP and DRR; of IHG's 25
largest holders at that time, there were only three who voted
against the DRP and two against the DRR.
Following the AGM, the Board acknowledged that some shareholders
had concerns with the DRP and DRR and committed to engaging with
shareholders in relation to this. Since then, the current Chair of
the Remuneration Committee, along with the incoming Remuneration
Committee Chair (effective from 1 January 2024), have held
follow-up conversations with seven major shareholders, as well as
Institutional Shareholder Services ("ISS") and the Investment
Association. This included shareholders that voted both for and
against the DRP and DRR.
In those discussions, shareholder views in relation to the
following matters, amongst others, were heard:
-- the DRP provision for the increase in maximum LTIP awards (by
150% of salary to 500% for CEO and US-based Executive Directors,
and by 25% of salary to 300% for other Executive Directors);
and
-- the use of positive discretion in relation to the Cash Flow
measure in the 2020/22 Long Term Incentive Plan award on the basis
of the reasoning set out in the DRR.
The Board recognises that a range of views exists across the
shareholder base in relation to the pay of Executive Directors. The
Board notes the 74.85% voting support level received on the DRP and
76.94% level on the DRR and continues to believe that the
commercial rationale for the DRP changes is critical to the
retention and development of global talent in order to drive the
long-term success of the business.
The views expressed by shareholders, ISS and the Investment
Association in the most recent round of consultations following the
AGM will be taken into consideration as the Remuneration Committee
continues to keep the DRP under ongoing review, and as it
determines payments and awards to be made under the terms of the
DRP.
The Board and the Remuneration Committee would like to thank
shareholders and proxy agencies for their engagement and input in
relation to this DRP and will continue to engage with shareholders
in relation to Executive Director pay going forward.
ENDS
For further information, please contact:
Investor Relations Stuart Ford (+44 (0)7823 Joe Simpson (+44 (0)7976
828 739); Aleksandar Milenkovic 862 072)
(+44 (0)7469 905 720)
Media Relations Neil Maidment (+44 (0)7970 Mike Ward (+44 (0)7795
668 250) 257 407)
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END
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